First Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2015

The Moog Inc. 2014 Long Term Incentive Plan (the “2014 LTI Plan”) was adopted by the Board, following the recommendation of the Executive Compensation Committee, on November 11, 2014 and was approved by shareholders on January 7, 2015.

In developing the new awards to be administered under the 2014 LTI Plan and upon a more detailed review of the provisions regarding “Shares Subject to the Plan,” it was determined that the language in this section does not clearly deliver the original intention with regard to share limitations. In the interest of gaining shareholder approval, the Plan provisions were in intended such that:

(1)Shares of Class B Common Stock issued under the Plan will not have the effect of increasing the number of authorized and issued shares above the number on the Effective Date (January 7, 2015);

(2)Awards that are cancelled or forfeited will be available again for grant against the 2,000,000 shares authorization approved by shareholders; and

(3)Shares tendered or withheld to satisfy exercise cost(s) or tax withholding(s) will not be available again for grant against the 2,000,000 shares authorization approved by shareholders

The existing Plan language does not clearly deliver the original intention of item (3) listed above in that the restriction does not only apply to the 2,000,000 shares authorization. The current language provides for unintended additional restrictions on the specific shares available for allocation for awards granted under the 2014 LTI Plan. We recommend an amendment be made to the 2014 LTI Plan to clarify the share limitation language and remove these unintended restrictions from the administration of the 2014 LTI Plan. This amendment can be made directly by the Board and does not require shareholder approval as it is not a material change to the 2014 LTI Plan and does not have a dilutive effect against the terms originally approved by the shareholders in January 2015.

    RESOLVED, that the “First Amendment to the Moog Inc. 2014 Long Term Incentive Plan,” in the form as included in the materials distributed in connection with this meeting and made a part hereof (the “Amendment”), be and hereby is, approved, and that the officers of this Company be, and hereby are, authorized to execute the Amendment and to take whatever action they deem necessary or appropriate to implement the Amendment and the provisions thereof.